Attached files
Exhibit 99.8
BIG ROCK PARTNERS ACQUISITION CORP. (the
“Company”)
Nominating Committee Charter (the
“Charter”)
The responsibilities and powers of this Nominating Committee
(the
“Committee”)
as delegated by the Company’s Board of Directors (the
“Board”)
are set forth in this charter. Whenever the Committee takes an
action, it shall exercise its independent judgment on an informed
basis that the action is in the best interests of the Company and
its stockholders.
I. PURPOSE
As set forth herein, the Committee shall, among other things,
discharge the responsibilities of the Board relating to the
appropriate size, functioning and needs of the Board including, but
not limited to, identification, recommendation, recruitment and
retention of high quality Board members and committee composition
and structure.
II. MEMBERSHIP
The Committee shall consist of at least two members of the Board as
determined from time to time by the Board. Each member shall
be
“independent”
in
accordance with the listing standards of the NASDAQ Capital Market,
as amended from time to time.
The Board shall elect the members of this Committee at the first
Board meeting practicable following the annual meeting of
stockholders and may make changes from time to time pursuant to the
provisions below. Unless a chairman (the
“Chair”
or
“Chairman”)
is elected by the Board, the members of the Committee shall
designate a Chair by majority vote of the full Committee
membership.
A Committee member may resign by delivering his or her written
resignation to the Chairman of the Board, or may be removed by
majority vote of the Board by delivery to such member of written
notice of removal, to take effect at a date specified therein, or
upon delivery of such written notice to such member if no date is
specified.
III. MEETINGS AND COMMITTEE ACTION
The Committee shall meet at such times as it deems necessary to
fulfill its responsibilities. Meetings of the Committee shall be
called by the Chairman of the Committee upon such notice as is
provided for in the by-laws of the Company with respect to meetings
of the Board. A majority of the members shall constitute a quorum.
Actions of the Committee may be taken in person at a meeting or in
writing without a meeting. Actions taken at a meeting, to be valid,
shall require the approval of a majority of the members present and
voting. Actions taken in writing, to be valid, shall be signed by
all members of the Committee. The Committee shall report its
minutes from each meeting to the Board.
The Chairman of the Committee may establish such rules as may from
time to time be necessary or appropriate for the conduct of the
business of the Committee. At each meeting, the Chairman shall
appoint as Secretary a person who may, but need not, be a member of
the Committee. A certificate of the Secretary of the Committee or
minutes of a meeting of the Committee executed by the Secretary
setting forth the names of the members of the Committee present at
the meeting or actions taken by the Committee at the meeting shall
be sufficient evidence at all times as to the members of the
Committee who were present, or such actions taken.
IV. COMMITTEE AUTHORITY AND RESPONSIBILITIES
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Developing the criteria and qualifications for membership on the
Board.
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Recruiting, reviewing, nominating and recommending candidates for
election to the Board or to fill vacancies on the
Board.
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Reviewing candidates proposed by stockholders, and conducting
appropriate inquiries into the background and qualifications of any
such candidates.
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Establishing subcommittees for the purpose of evaluating special or
unique matters.
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Monitoring and making recommendations regarding committee
functions, contributions and composition.
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Evaluating, on an annual basis, the Board’s and
management’s performance.
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Evaluating, on an annual basis, the Committee’s performance
and report to the Board on such performance.
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Developing and making recommendations to the Board regarding
corporate governance guidelines for the Company.
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Retaining and terminating any advisors, including search firms to
identify director candidates, compensation consultants as to
director compensation and legal counsel, including sole authority
to approve all such advisors’ or search firms’ fees and
other retention terms, as the case may be.
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V. REPORTING
The Committee shall report to the Board periodically. The Committee
shall prepare a statement each year concerning its compliance with
this charter for inclusion in the Company’s proxy statement.
The Committee shall periodically review and assess the adequacy of
this charter and recommend any proposed changes to the Board for
approval.
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BIG ROCK PARTNERS ACQUISITION CORP.
Board of Director Candidate Guidelines
The Nominating Committee of Big Rock Partners Acquisition Corp.
(the
“Company”)
will identify, evaluate and recommend candidates to become members
of the Board of Directors (the
“Board”)
with the goal of creating a balance of knowledge and experience.
Nominations to the Board may also be submitted to the Nominating
Committee by the Company’s stockholders in accordance with
the Company’s policy, a copy of which is attached hereto.
Candidates will be reviewed in the context of the then current
composition of the Board, the operating requirements of the Company
and the long-term interests of the Company’s stockholders. In
conducting this assessment, the Committee will consider and
evaluate each director-candidate based upon its assessment of the
following criteria:
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Whether the candidate is independent pursuant to the requirements
of the NASDAQ Capital Market.
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Whether the candidate is accomplished in his or her field and has a
reputation, both personal and professional, that is consistent with
the image and reputation of the Company.
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Whether the candidate has the ability to read and understand basic
financial statements. The Nominating Committee also will determine
if a candidate satisfies the criteria for being an
“audit committee
financial expert,”
as defined
by the Securities and Exchange Commission.
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Whether the candidate has relevant education, experience and
expertise and would be able to provide insights and practical
wisdom based upon that education, experience and
expertise.
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Whether the candidate has knowledge of the Company and issues
affecting the Company.
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Whether the candidate is committed to enhancing stockholder
value.
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Whether the candidate fully understands, or has the capacity to
fully understand, the legal responsibilities of a director and the
governance processes of a public company.
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Whether the candidate is of high moral and ethical character and
would be willing to apply sound, objective and independent business
judgment, and to assume broad fiduciary
responsibility.
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Whether the candidate has, and would be willing to commit, the
required hours necessary to discharge the duties of Board
membership.
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Whether the candidate has any prohibitive interlocking
relationships or conflicts of interest.
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Whether the candidate is able to develop a good working
relationship with other Board members and contribute to the
Board’s working relationship with the senior management of
the Company.
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Whether the candidate is able to suggest business opportunities to
the Company.
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Stockholder Recommendations for Directors
Stockholders who wish to recommend to the Nominating Committee a
candidate for election to the Board of Directors should send their
letters to Big Rock Partners Acquisition Corp., 2645 N. Federal
Highway, Suite 230, Delray Beach, FL 33483, Attn: Corporate
Secretary. The Corporate Secretary will promptly forward all such
letters to the members of the Nominating Committee. Stockholders
must follow certain procedures to recommend to the Nominating
Committee candidates for election as directors. In general, in
order to provide sufficient time to enable the Nominating Committee
to evaluate candidates recommended by stockholders in connection
with selecting candidates for nomination in connection with the
Company’s annual meeting of stockholders, the Corporate
Secretary must receive the stockholder’s recommendation no
later than the close of business on the 90 th
day nor
earlier than the 120 th
day before
the anniversary date of the immediately preceding annual meeting of
stockholders.
The recommendation must contain the following information about the
candidate:
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Name;
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Age;
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Business and current residence addresses;
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Principal occupation or employment and employment history (name and
address of employer and job title) for the past 10 years (or such
shorter period as the candidate has been in the
workforce);
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Educational background;
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Permission for the Company to conduct a background investigation,
including the right to obtain education, employment and credit
information;
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The number of shares of common stock of the Company owned
beneficially or of record by the candidate;
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The information that would be required to be disclosed by the
Company about the candidate under the rules of the Securities and
Exchange Commission in a Proxy Statement soliciting proxies for the
election of such candidate as a director (which currently includes
information required by Items 401, 404 and 405 of
Regulation S-K);
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A signed consent of the nominee to serve as a director of the
Company, if elected.
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In addition to the information detailed above, the nominating
stockholder must provide information concerning the nominating
stockholder’s share ownership and other information in
accordance with the requirements of Section 3.2(d) of the
Company’s bylaws.
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